SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Dec 29, 2017

2. SEC Identification Number

20573

3. BIR Tax Identification No.

000-477-863-000

4. Exact name of issuer as specified in its charter

Metropolitan Bank & Trust Company

5. Province, country or other jurisdiction of incorporation

Metro Manila

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

Metrobank Plaza, Sen. Gil Puyat Ave., Urdaneta Village, Makai City Postal Code 1200

8. Issuer's telephone number, including area code

02-898-8000

9. Former name or former address, if changed since last report

n/a

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common shares	3,180,172,786

11. Indicate the item numbers reported herein

1

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Metropolitan Bank & Trust CompanyMBT

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Receipt of the approval by the BSP on December 28, 2017 of the acquisition by Metropolitan Bank & Trust Company (“Metrobank”) of up to 40% stake in Metrobank Card Corporation (“MCC”) held by ANZ Funds Pty. Ltd.’s (“ANZ”)
Background/Description of the Disclosure
Execution of Share Purchase Agreement

Date of Approval by Board of Directors	Oct 18, 2017

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
- Increase Metrobank’s stake in MCC - Allow Metrobank to recognize additional earnings from MCC - Improve operational efficiencies between MCC and Metrobank - In line with Metrobank’s capital planning initiatives

Details of the acquisition or disposition

Date	Oct 18, 2017

Manner
Secondary shares sale through the execution of a Share Purchase Agreement; subject to regulatory approvals Metrobank to purchase 20% stake in MCC for a consideration of Php 7,400,000,000. The sale of the remaining 20% will be completed by third quarter of 2018 on the same terms.
Description of the company to be acquired or sold
Metrobank Card Corporation (A Finance Company) “MCC” was established in August 1985, known then as Unibancard Corporation. In 2003, Australia and New Zealand Banking Group Limited (through its wholly-owned subsidiary, ANZ Funds Pty. Ltd.) entered into a joint venture with Metrobank for operation of the cards business of MCC. The ownership structure prior to the transaction was 60% for Metrobank and 40% for ANZ. MCC is currently one of the leading credit card companies in the Philippines, and ranks #1 in the Credit Card Association of the Philippines in terms of Cards in Force and Receivables.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	200,000,000
Percentage to the total outstanding shares of the company subject of the transaction	20
Price per share	37

Nature and amount of consideration given or received
Purchase price of Php 7,400,000,000
Principle followed in determining the amount of consideration
The purchase price was determined based on fair market value of the shares.
Terms of payment
Full payment upon closing
Conditions precedent to closing of the transaction, if any
The Bangko Sentral ng Pilipinas (BSP) has approved the transaction.
Any other salient terms
n/a

Identity of the person(s) from whom the shares were acquired or to whom they were sold

Name	Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
ANZ	JV Partner

Effect(s) on the business, financial condition and operations of the Issuer, if any
-
Other Relevant Information
Above terms and conditions apply to 20% shareholding acquired from ANZ. Details of the acquisition of ANZ’s remaining 20% will be disclosed by the third quarter of 2018. This disclosure was amended to include the BSP approval of the subject transaction.